The invention relates to azaindolizines of formula I-a or I-b with anti-cancer and/or anti-inflammatory activity and more specifically to azaindolizines which inhibit MEK kinase activity. The invention provides compositions and methods useful for inhibiting abnormal cell growth or treating a hyperproliferative disorder, or treating an inflammatory disease in a mammal. The invention also relates to methods of using the compounds for ,, and diagnosis or treatment of mammalian cells, or associated pathological conditions.